State o f New Jersey. February 2, 2018 FOR SETTLEMENT PURPOSES ONLY

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1 o~: Tic sr gr `~ ~~e ii at 1 v ~7 a ''1'" Y~~ r i 1 Ash ~ S',' y~ ~r~ ~~~ t State o f New Jersey PHILIP D. MURPHY OFFICE OF THE ATTORNEY GENERAL Governor DEPARTMENT OF LAW AND PUBLIC SAFETY DIVISION OF LAW SHEILA Y. OLIVER 25 MARKET STREET Lt. Governor PO Box 093 TRENTON, NJ February 2, 2018 GURBIR S. GREWAL Attorney General MICHELLE L. MILLER Acting Director FOR SETTLEMENT PURPOSES ONLY VIA (~england@ugies.com) AND OVERNIGHT MAIL Jeffrey D. England Project Manager PennEast Pipeline Project One Meridian Boulevard, Suite 2C01 Wyomissing, PA Re: Easement Acquisition Offer, PennEast Pipeline Project Dear Mr. England: This office represents the State of New Jersey's Department of Environmental Protection, the New Jersey Water Supply Authority, the New Jersey Natural Lands Trust, the Department of Agriculturel, and the Department of Transportation (hereinafter collectively referred to as "the State") in connection with the letters you sent on January 20, 2018,2 requesting that the State 1 Regarding the farm properties in which the State Agricultural Development Committee (SADC) holds a property interest, the property owners lack the legal authority to enter into a binding financial settlement with PennEast to purchase any right-of-way since the properties are subject to the State of New Jersey Farmland Preservation Program's deed of easement (DOE). Since N.J.S.A. 4:1C- 32.a prohibits the voluntary reconveyance of the easement, any future acquisition of the ROW rights PennEast seeks may only be acquired through the use of eminent domain proceedings in which the SADC and the DOE Grantees are parties. 2 The State also received letters dated January 22, 2018, and a letter with a February 18, 2018, deadline. As the majority of the letters were dated January 20, 2018, with a February 5, 2018, response deadline, this letter uses those dates. Every reference to the January 20, 2018, letters also includes the January 22, 2018, letters concern regarding the time to consider the offer is not ~IUGHES cjustice COMPLEX TELEPxoNE: (609) Fes: (609) New Jersey Is An Equal Opportunity Employer Printed ors Recycled Paper and Recyclable

2 Page 2 sign the proposed Right-of-Way necessary for construction of the PennEast Pipeline Project and accept the offered compensation. The State cannot accept PennEast's offers and sign the Right-of-Way because the Certificate of Public Convenience and Necessity is still subject to legal challenge and PennEast has not provided sufficient information regarding the bases for the offers and the terms contained in the proposed Right-of-Way, some of which are ambiguous or contrary to law. Moreover, by unilaterally setting a February 5, 2018, deadline to accept the offers, PennEast has not provided a reasonable period of time for our clients to consider the offers, obtain necessary information not provided by PennEast, or engage in meaningful negotiations. In addition to the foregoing, the January 20, 2018, letter is patently misleading. In the letter, PennEast claims that it has "attempted on multiple occasions to negotiate an easement agreement" for the Project. This statement is not true. Prior to receipt of the January 20, 2018, letter, the State has not received any communications from PennEast describing the specific property rights it seeks, offering any compensation, or seeking to negotiate.3 For example, although the Water Supply Authority was copied on letters dated May 5 and July 6, 2016, to Hunterdon Land Trust Alliance wherein PennEast asked the Hunterdon Land Trust Alliance to consider using the Green Acres diversion process, neither letter contained an offer of monetary compensation, the proposed Right-of-Way that PennEast wants the State to sign, or a request to engage in negotiations. Moreover, PennEast's "take it or leave it" position as its opening offer is contrary to the spirit of fairness in dealing with a property owner that imbues good faith negotiations required in any condemnation matter. County of Morris v. Weiner, 222 N.J. Super. 560 (App. Div. 1988). Accordingly, it is the State's position that PennEast has not made an attempt to negotiate with the State at all, much less in good faith. The State needs to obtain the information set forth on attached Schedule A in order to engage in any discussions with PennEast. However, based upon our preliminary review of the ameliorated by the extra 13 days given in the letter with the February 18, 2018, deadline. 3 The State acknowledges that the Department of Transportation (DOT) received an appraisal for the Right-of-Way being sought on DOT's property.

3 Page 3 proposed Right-of-Way there are numerous vague terms (such as multiple and undefined references to "reasonable" time or notice in Paragraphs 3 and 6, and unclear rights in Paragraph 4) and other terms which cannot be accepted by the State as a matter of law. For example, the following paragraphs are unacceptable as drafted: Paragraph 6 allowing PennEast to modify the route without any input or comment by the State is contrary to the State's obligations to its citizens. Paragraph 11 requiring the State to indemnify PennEast is contrary to law since the State legally cannot indemnify a private party in these circumstances. Paragraph 15 allowing PennEast to terminate all responsibilities or liabilities by assigning their rights to an undisclosed third party without the consent of the State is not reasonable. Paragraph 17 requiring the State to assist PerinEast in obtaining all governmental approvals cannot apply because the State cannot contract away its regulatory authority. Paragraph 22 requiring that the Right-of-Way to be kept confidential is contrary to public policy and the Open Public Records Act and cannot be agreed to by the State. These are some of the deficiencies contained within the proposed Right-of-Way and the State reserves the right to negotiate all of the terms of the Right-of-Way upon receipt of the requested information.

4 Page 4 If PennEast does not intend to provide the requested information or you have any questions, please let us know. We look forward to hearing from you. Sincerely yours, GURBIR S. GREWAL ATTORNEY GENERAL OF NEW JERSEY By: David C. Apy Assistant A torn y General Cc: Jane Engel, Department of Environmental Protection Robin Madden, Department of Environmental Protection Judeth Yeaney, Department of Environmental Protection Susan Payne, Department of Agriculture Jay Jimenez, Department of Transportation Vanessa Holman, Department of Transportation

5 Schedule A State requests pertainin~to Right-of-Way ("ROW") provisions 2 a Purchase rice listed Provide documentation su ortin offer. 2(a)(i)(x) Purchase price based, in part, on Please explain what the "other factors" referenced here are and "consideration of the route of the how the "consideration of the route" and the "other factors" pipelines) and other factors" relates to the January 19, 2018 Certificate of Public Convenience and Need ("CPCN"). 2(b) Damage amount listed Provide documentation supporting damages amount, including the types of damages anticipated and which actions PennEast undertakes which are antici ated to cause dama es. 3 Cites "reasonable notice" to the Please define "reasonable notice," including but not limited to the Grantor means of notice, timin,and who will receive notice. 4 Enumeration of rights acquired in Please explain how each of the specific rights acquired in ROW. Paragraphs 4(a), (b), and (~j relates to the construction of the Pi eline Pro'ect as authorized b FERC in the CPCN. 6 Map for permanent ROW. Please explain what "reasonably modify the path of the Right-of- Way" means and whether such modifications would be under Grantee's sole discretion. 11 Grantor indemnifies Grantee The State cannot indemnify a private entity. This provision must be deleted. 15 Allows the Grantee to assign, This language is unacceptable. The State requires the ability to transfer or convey the ROW withhold consent of any assignments and, further, that the without Grantor's consent. assignment does not terminate PennEast's responsibilities or liabilities. 17 Grantor will cooperate with The second sentence must be deleted, as the State is itself a Grantee ermittin enti 22 ROW will be confidential This provision is contrary to public policy and numerous "Sunshine" laws which require transparency in good governance. This entire rovision must be deleted.